Holdco Options definition
Examples of Holdco Options in a sentence
The Echo Representative shall not be held liable by any of the Echo Shareholders or the holders of Echo Holdco Options for actions or omissions in exercising or failing to exercise all or any of the power and authority of the Echo Representative pursuant to this Agreement, except in the case of the Echo Representative’s willful misconduct.
All of the Echo Holdco Shares are held by the Echo Shareholders as set forth on Section 4.01(e)(i) (and BX and H&F collectively hold in excess of a majority of the such Echo Holdco Shares) and all Echo Holdco Options are held by the Persons set forth on a schedule delivered separately to MCK (the “Echo Optionholders”).
The appointment of the Echo Representative hereunder is coupled with an interest, shall be irrevocable and shall not be affected by the death, incapacity, insolvency, bankruptcy, illness or other inability to act of any Echo Shareholder (other than H&F) or any holder of Echo Holdco Options.
The Echo Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts that it reasonably determines to be experienced in the matter at issue, and will not be liable to any Echo Shareholder and the holders of Echo Holdco Options for any action taken or omitted to be taken in good faith based on such advice.
Except in respect of H&F with respect to its rights under Section 9.03, any decision, act, consent or instruction of the Echo Representative shall constitute a decision of all the Echo Shareholders and all holders of Echo Holdco Options and shall be final and binding upon each of the Echo Shareholders and each of the Echo Holdco Options.
Each Echo Shareholder, other than H&F, and each holder of Echo Holdco Options hereby irrevocably appoints (i) from the date of this Agreement until the Closing, Echo Holdco, and (ii) from and after the Closing, Echo, as the sole and exclusive agent, proxy and attorney-in-fact for such Echo Shareholder (other than H&F) for all purposes of this Agreement and the Transactions, with full and exclusive power and authority to act on such Echo Shareholder’s behalf (the “Echo Representative”).
Holdco shall also reserve a sufficient number of shares of Holdco Common Stock for issuance pursuant to the exercise of all NPS Options in accordance with Section 5.9(a)(i) hereof and the exercise of Holdco Options granted in accordance with Section 5.9(c)(i) hereof.
Holdco shall take all corporate and other action necessary to reserve and make available for issuance upon the due exercise of rights under the Holdco Options a sufficient number of shares of Holdco Common Stock, and as soon as practicable following the Effective Time, shall provide to the record holders of the Holdco Options appropriate notice of such holder's rights thereunder.
The aggregate amount of Holdco Options to be available for grant following the Effective Time pursuant to such Holdco option plan or plans will be determined by the Holdco Board following the Effective Time, provided that the aggregate number of Holdco Options and the methodology for allocation of such options shall be determined in accordance with Section 5.9(c) of the Enzon Disclosure Letter.
Holdco shall use its reasonable best efforts to cause the Holdco Common Shares to be issued in connection with the Transactions and the Holdco Common Shares to be reserved for issuance upon exercise of the Holdco Options (issued under the 2000 Holdco Option Plan) and El Sitio Common Share Options, to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Closing Date.